STOCK TITAN

Reborn Coffee flagged by Nasdaq over equity shortfall

Reborn Coffee regained Nasdaq filing compliance but now faces a stockholders’ equity deficiency and a 45‑day deadline to present a remediation plan.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Reborn Coffee, Inc. (REBN) reported that Nasdaq has restored its compliance status with the periodic filing requirement after the company filed its Quarterly Report on Form 10‑Q for the period ended June 30, 2026 on September 14, 2026.

On September 16, 2026, Nasdaq separately notified Reborn Coffee that it is no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires minimum stockholders’ equity of $2,500,000. The June 30, 2026 Form 10‑Q reported stockholders’ equity of $735,642, and the company also does not meet alternative market value or net income standards. Reborn Coffee has 45 days, until November 2, 2026, to submit a compliance plan; if accepted, Nasdaq may grant up to 180 days from the notice date to regain compliance. The notice has no immediate effect on the listing of the common stock, and the company is evaluating options and intends to timely submit a plan, while cautioning there is no assurance the plan will be accepted or that compliance will be regained.

Positive

  • Periodic filing compliance restored: Nasdaq determined Reborn Coffee is back in compliance with Listing Rule 5250(c)(1) after the June 30, 2026 Form 10‑Q was filed on September 14, 2026, closing that matter.

Negative

  • Stockholders’ equity well below Nasdaq minimum: equity of $735,642 at June 30, 2026 is far under the $2,500,000 requirement, creating a risk to continued Nasdaq Capital Market listing if compliance is not regained.
  • Limited timeframe to cure deficiency: Reborn Coffee has 45 days to submit a plan and at most 180 days from the notice date to regain compliance, or it faces potential delisting absent a successful appeal.

Filing Explained

If Nasdaq does not accept Reborn Coffee’s compliance plan, the company may appeal that decision to a Nasdaq Hearings Panel, providing a further procedural review route.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum stockholders’ equity requirement $2,500,000 Nasdaq Listing Rule 5550(b)(1) threshold for The Nasdaq Capital Market
Reported stockholders’ equity $735,642 Stockholders’ equity reported in the June 30, 2026 Form 10‑Q
Plan submission window 45 days Time from September 16, 2026 notice to submit compliance plan, until November 2, 2026
Maximum compliance extension 180 days Maximum extension from date of Nasdaq notice if plan is accepted
Form 10‑Q filing date September 14, 2026 Date the June 30, 2026 Form 10‑Q was filed, restoring periodic filing compliance
Notice date September 16, 2026 Date Nasdaq notified Reborn Coffee of stockholders’ equity deficiency
Stockholders’ equity financial
"the Company reported stockholders’ equity of $735,642"
Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.
Nasdaq Listing Rule 5550(b)(1) regulatory
"Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain"
Continued listing regulatory
"requirement for continued listing on The Nasdaq Capital Market"
When a stock receives a "continued listing," it means the exchange has decided the company’s shares will remain tradable on that market after a review or challenge, often because the company met certain requirements or corrective steps. For investors this matters because continued listing preserves liquidity and access to buy or sell the stock—think of it as a store passing an inspection so customers can keep shopping rather than being forced to close.
Nasdaq Hearings Panel regulatory
"opportunity to appeal the decision to a Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
Forward-looking statements regulatory
"contains forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq issue did Reborn Coffee (REBN) resolve with this 8-K?

Reborn Coffee resolved a prior Nasdaq deficiency related to delayed periodic reporting. After filing its Form 10‑Q for the quarter ended June 30, 2026 on September 14, 2026, Nasdaq determined the company complies with Listing Rule 5250(c)(1), and that matter is closed.

Why is Reborn Coffee (REBN) now out of compliance with Nasdaq equity rules?

Nasdaq notified Reborn Coffee on September 16, 2026 that it no longer meets Listing Rule 5550(b)(1), which requires $2,500,000 in stockholders’ equity. The company’s June 30, 2026 Form 10‑Q reported stockholders’ equity of $735,642 and it also does not meet alternative standards.

How long does Reborn Coffee (REBN) have to regain Nasdaq equity compliance?

Reborn Coffee has 45 days, until November 2, 2026, to submit a plan to Nasdaq. If the plan is accepted, Nasdaq may grant up to 180 days from the date of the notice for the company to regain compliance with the stockholders’ equity requirement.

Does the Nasdaq equity notice immediately affect trading of REBN stock?

No. The company states that the Nasdaq notice regarding stockholders’ equity has no immediate effect on the listing of its common stock on The Nasdaq Capital Market. Future impact depends on whether its compliance plan is accepted and successfully executed.

What options is Reborn Coffee (REBN) considering to address the Nasdaq deficiency?

Reborn Coffee states it is presently evaluating various courses of action to regain compliance and intends to timely submit a plan to Nasdaq. It also notes there can be no assurance the plan will be accepted or that compliance will ultimately be regained.

What happens if Reborn Coffee’s (REBN) compliance plan is not accepted by Nasdaq?

If Nasdaq does not accept Reborn Coffee’s plan to regain equity compliance, the company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel. The notice itself does not immediately result in delisting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): September 16, 2026

 

REBORN COFFEE, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-41479   47-4752305
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

580 N. Berry Street, Brea, CA   92821
(Address of principal executive offices)   (Zip Code)

 

(714) 784-6369

(Registrant’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   REBN   The Nasdaq Stock Market LLC
(Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

Periodic Filing Requirement

 

As previously disclosed by Reborn Coffee, Inc. (the “Company”) in its Current Report on Form 8-K filed on September 2, 2026, the Company received a notice from Nasdaq Listing Qualifications (“Nasdaq”) notifying the Company that, as it has not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “June 30 Form 10-Q”), the Company no longer complies with Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”) for continued listing on Nasdaq.

 

On September 16, 2026, the Company received a notice from Nasdaq notifying the Company that based on the September 14, 2026, filing of the June 30 Form 10-Q, the Nasdaq has determined that the Company complies with the Nasdaq Listing Rule, and accordingly, the matter is closed.

 

Stockholders’ Equity Requirement

 

On September 16, 2026, the Company received a notice (the “Notice”) from Nasdaq notifying the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2,500,000. In the June 30 Form 10-Q, the Company reported stockholders’ equity of $735,642, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). In addition, the Company does not currently meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations.

 

Under Nasdaq rules, the Company has 45 calendar days, or until November 2, 2026, to submit a plan to regain compliance. If the Company’s plan to regain compliance is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Notice for the Company to regain compliance.

 

The Company is presently evaluating various courses of action to regain compliance and intends to timely submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule 5550(b)(1). However, there can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance and maintain its listing on The Nasdaq Capital Market. If the Company’s plan is not accepted, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.

 

The Notice has no immediate effect on the listing of the Company’s Common Stock.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance with Nasdaq’s minimum stockholders’ equity requirement, the Company’s plans to consider available options to regain compliance, and the Company’s eligibility for an additional compliance period. Forward-looking statements are based on current expectations and assumptions, are subject to risks and uncertainties, and are not guarantees of future performance. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the risks and uncertainties described in more detail in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent reports filed with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

1

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 22, 2026

 

  REBORN COFFEE, INC.
     
  By: /s/ Jung Jae Lim
  Name: Jung Jae Lim
  Title: Chief Executive Officer

 

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